ITEM 77Qe5 COPIES OF ANY NEW OR AMENDED REGISTRANT
INVESTMENT ADVISORY CONTRACTS
Amendment to
Investment Advisory Contract
between
Vision Group of Funds
and
M&T Asset Management, a department
of Manufacturers and Traders Trust Company
This Amendment to the Investment Advisory Contract ("Agreement")
dated November 1, 2000, between Vision Group of Funds ("Fund") on behalf
of Vision U.S. Government Securities Fund, Vision New York Municipal
Income Fund, Vision Large Cap Value Fund, Vision Large Cap Growth Fund
and Vision Mid Cap Stock Fund and M&T Asset Management, a department of
Manufacturers and Traders Trust Company ("Service Provider") is made
and entered into as of the 21st day of February, 2001.
WHEREAS, the Fund has entered into the Agreement with the
Service Provider;
WHEREAS, the Securities and Exchange Commission has adopted
Regulation S-P at 17 CFR Part 248 to protect the privacy of individuals
who obtain a financial product or service for personal, family or
household use;
WHEREAS, Regulation S-P permits financial institutions, such as the
Fund, to disclose "nonpublic personal information" ("NPI") of its
"customers" and "consumers" (as those terms are therein defined in
Regulation S-P) to affiliated and nonaffiliated third parties of the
Fund, without giving such customers and consumers the ability to opt
out of such disclosure, for the limited purposes of processing and
servicing transactions (17 CFR S 248.14) ("Section 248.14 NPI");
for specified law enforcement and miscellaneous purposes (17
CFR S 248.15) ("Section 248.15 NPI") ; and to service providers or
in connection with joint marketing arrangements (17 CFR S 248.13)
("Section 248.13 NPI");
WHEREAS, Regulation S-P provides that the right of a customer and
consumer to opt out of having his or her NPI disclosed pursuant to
17 CFR S 248.7 and 17 CFR S 248.10 does not apply when the NPI is
disclosed to service providers or in connection with joint marketing
arrangements, provided the Fund and third party enter into a contractual
agreement that prohibits the third party from disclosing or using the
information other than to carry out the purposes for which the Fund
disclosed the information (17 CFR S 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree
as follows:
0 The Fund and the Service Provider hereby acknowledge that the
Fund may disclose shareholder NPI to the Service Provider as agent of
the Fund and solely in furtherance of fulfilling the Service Provider's
contractual obligations under the Agreement in the ordinary course of
business to support the Fund and its shareholders.
1 The Service Provider hereby agrees to be bound to use and
redisclose such NPI only for the limited purpose of fulfilling its
duties and obligations under the Agreement, for law enforcement and
miscellaneous purposes as permitted in 17 CFR SS 248.15, or in
connection with joint marketing arrangements that the Funds may
establish with the Service Provider in accordance with the
limited exception set forth in 17 CFR S 248.13.
2 The Service Provider further represents and warrants that, in
accordance with 17 CFR S 248.30, it has implemented, and will continue
to carry out for the term of the Agreement, policies and procedures
reasonably designed to:
? insure the security and confidentiality of records and NPI of
Fund customers,
? protect against any anticipated threats or hazards to the
security or integrity of Fund customer records and NPI, and
? protect against unauthorized access to or use of such Fund
customer records or
NPI that could result in substantial harm or inconvenience to any
Fund customer.
4. The Service Provider may redisclose Section 248.13 NPI only to:
(a) the Funds and affiliated persons of the Funds ("Fund Affiliates");
(b) affiliated persons of the Service Provider ("Service Provider
Affiliates") (which in turn may disclose or use the information only
to the extent permitted under the original receipt); (c) a third
party not affiliated with the Service Provider of the Funds
("Nonaffiliated Third Party") under the service and processing
(S248.14) or miscellaneous (S248.15) exceptions, but only in the
ordinary course of business to carry out the activity covered by
the exception under which the Service Provider received the
information in the first instance; and (d) a Nonaffiliated
Third Party under the service provider and joint marketing
exception (S248.13), provided the Service Provider enters into
a written contract with the Nonaffiliated Third Party that prohibits
the Nonaffiliated Third Party from disclosing or using the information
other than to carry out the purposes for which the Funds disclosed the
information in the first instance.
5. The Service Provider may redisclose Section 248.14 NPI and Section
248.15 NPI to: (a) the Funds and Fund Affiliates; (b) Service Provider
Affiliates (which in turn may disclose the information to the same
extent permitted under the original receipt); and (c) a Nonaffiliated
Third Party to whom the Funds might lawfully have disclosed NPI
directly.
6. The Service Provider is obligated to maintain beyond the
termination date of the Agreement the confidentiality of any NPI it
receives from the Fund in connection with the Agreement or any joint
marketing arrangement, and hereby agrees that this Amendment shall
survive such termination.
WITNESS the due execution hereof this 21st day of February, 2001.
Vision Group of Funds
By: /s/ Xxxx X. Xxxxxxxxx
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
M&T Asset Management, a department of
Manufacturers and Traders Trust Company
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
